Exhibit
10.1


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR
AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 


	Principal
    Amount: $50,000	Dated
    as of August 3, 2020


 


8i
Enterprises Acquisition Corp., a British Virgin Islands company (the “Maker”),
promises to pay to the order of 8i Enterprises Pte Ltd or its registered assigns or successors in interest (the “Payee”)
the principal sum of Fifty Thousand Dollars ($50,000)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall
be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the
Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


	1.	Principal.
                                         The principal balance of this Promissory Note (this “Note”) shall
                                         be payable promptly after the date on which the Maker consummates an initial business
                                         combination (a “Business Combination”) with a target business (as
                                         described in its initial public offering prospectus dated March 27, 2019 (the “Prospectus”)).
                                         The principal balance may not be prepaid without the consent of the Payee.



 


	2.	Conversion
                                         Rights. The Payee has the right, but not the obligation, to convert this Note, in
                                         whole or in part, into private units (the “Units”) of the Maker containing
                                         the same securities as issued in the Maker’s initial public offering and as described
                                         in the Prospectus, by providing the Maker with written notice of its intention to convert
                                         this note at least one business day prior to the closing of a Business Combination. The
                                         number of Units to be received by the Payee in connection with such conversion shall
                                         be an amount determined by dividing (x) the sum of the outstanding principal amount payable
                                         to such Payee, by (y) $10.00.



 


		(a)	Fractional
                                         Securities. No fractional Units will be issued upon conversion of this Note. In lieu
                                         of any fractional Units to which Payee would otherwise be entitled, Maker will pay to
                                         Payee in cash the amount of the unconverted principal balance of this note that would
                                         otherwise be converted into such fractional share.



 


		(b)	Effect
                                         of Conversion. If the Maker timely receives notice of the Payee’s intention
                                         to convert this note at least one business day prior to the closing of a Business Combination,
                                         this Note shall be deemed to be converted on the date the Business Combination closes.
                                         At its expense, the Maker will, as soon as practicable after receiving this Note for
                                         cancellation after the closing of a Business Combination (assuming receipt of timely
                                         notice of conversion), issue and deliver to Payee, at Payee’s address or such other
                                         address requested by Payee, a certificate or certificates for the number of Units to
                                         which Payee is entitled upon such conversion (bearing such legends as are customary pursuant
                                         to applicable state and federal securities laws), including a check payable to Payee
                                         for any cash amounts payable as a result of any fractional shares as described herein.



 




    	 



    	 



    

 


	3.	Interest.
                                         No interest shall accrue on the unpaid principal balance of this Note.



 


	4.	Application
                                         of Payments. All payments shall be applied first to payment in full of any costs
                                         incurred in the collection of any sum due under this Note, including (without limitation)
                                         reasonable attorney’s fees, then to the payment in full of any late charges and
                                         finally to the reduction of the unpaid principal balance of this Note.



 


	5.	Events
                                         of Default. The following shall constitute an event of default (“Event of
                                         Default”):



 


		(a)	Failure
                                         to Make Required Payments. Failure by Maker to pay the principal of this Note within
                                         five (5) business days following the date when due.



 


		(b)	Voluntary
                                         Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
                                         insolvency, reorganization, rehabilitation or other similar action, or the consent by
                                         it to the appointment of, or taking possession by, a receiver, liquidator, assignee,
                                         trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial
                                         part of its property, or the making by it of any assignment for the benefit of creditors,
                                         or the failure of Maker generally to pay its debts as such debts become due, or the taking
                                         of corporate action by Maker in furtherance of any of the foregoing.



 


		(c)	Involuntary
                                         Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
                                         in the premises in respect of maker in an involuntary case under any applicable bankruptcy,
                                         insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian,
                                         trustee, sequestrator (or similar official) for Maker or for any substantial part of
                                         its property, or ordering the winding-up or liquidation of the affairs of Maker, and
                                         the continuance of any such decree or order unstayed and in effect for a period of 60
                                         consecutive days.



 


	6.	Remedies.



 


		(a)	Upon
                                         the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by
                                         written notice to Maker, declare this Note to be due immediately and payable, whereupon
                                         the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
                                         become immediately due and payable without presentment, demand, protest or other notice
                                         of any kind, all of which are hereby expressly waived, anything contained herein or in
                                         the documents evidencing the same to the contrary notwithstanding.



 


		(b)	Upon
                                         the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid
                                         principal balance of this Note, and all other sums payable with regard to this Note,
                                         shall automatically and immediately become due and payable, in all cases without any
                                         action on the part of Payee.



 




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	7.	Waivers.
                                         Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
                                         for payment, demand, notice of dishonor, protest, and notice of protest with regard to
                                         the Note, all errors, defects and imperfections in any proceedings instituted by Payee
                                         under the terms of this Note, and all benefits that might accrue to Maker by virtue of
                                         any present or future laws exempting any property, real or personal, or any part of the
                                         proceeds arising from any sale of any such property, from attachment, levy or sale under
                                         execution, or providing for any stay of execution, exemption from civil process, or extension
                                         of time for payment; and Maker agrees that any real estate that may be levied upon pursuant
                                         to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
                                         be sold upon any such writ in whole or in part in any order desired by Payee.



 


	8.	Unconditional
                                         Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
                                         performance, default, or enforcement of the payment of this Note, and agrees that its
                                         liability shall be unconditional, without regard to the liability of any other party,
                                         and shall not be affected in any manner by any indulgence, extension of time, renewal,
                                         waiver or modification granted or consented to by Payee, and consents to any and all
                                         extensions of time, renewals, waivers, or modifications that may be granted by Payee
                                         with respect to the payment or other provisions of this Note, and agrees that additional
                                         makers, endorsers, guarantors, or sureties may become parties hereto without notice to
                                         Maker or affecting Maker’s liability hereunder.



 


	9.	Notices.
                                         Any notice called for hereunder shall be deemed properly given if (i) sent by certified
                                         mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form
                                         of private or governmental express mail or delivery service providing receipted delivery
                                         or (iv) sent by facsimile or (v) by e-mail to the following addresses or to such other
                                         address as either party may designate by notice in accordance with this Section:



 


If
to Maker:


 


8i
Enterprises Acquisition Corp.


6
Eu Tong Sen Street

#08-13 The Central


Singapore
059817

Attn: Meng Dong (James) Tan


Email:
mengdong38@yahoo.com


If
to Payee:


 


8i
Enterprises Pte Ltd

6 Eu Tong Sen Street

#08-13 The Central


Singapore
059817

Attn: Meng Dong (James) Tan


Email:
mengdong38@yahoo.com


 


Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission
confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery
or dispatch by express mail or delivery service.


 




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	10.	Construction.
                                         THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH
                                         THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.



 


	11.	Jurisdiction.
                                         The courts of New York have exclusive jurisdiction to settle any dispute arising
                                         out of or in connection with this agreement (including a dispute relating to any non-contractual
                                         obligations arising out of or in connection with this agreement) and the parties submit
                                         to the exclusive jurisdiction of the courts of New York.



 


	12.	Severability.
                                         Any provision contained in this Note which is prohibited or unenforceable in any
                                         jurisdiction shall, as to such jurisdiction, be
                                         ineffective to the extent of such prohibition or unenforceability without invalidating
                                         the remaining provisions hereof, and any such prohibition or unenforceability in any
                                         jurisdiction shall not invalidate or render unenforceable such provision in any other
                                         jurisdiction.



 


	13.	No
                                         Claims Against Trust Account. The Payee has been provided a copy of the Prospectus.
                                         The Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
                                         in or to any amounts contained in the trust account in which the proceeds of the initial
                                         public offering (the “IPO”) conducted by the Maker and the proceeds
                                         of the sale of securities in a private placement that occurred prior to the effectiveness
                                         of the IPO, as described in greater detail in the Prospectus, were placed, and hereby
                                         agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from
                                         the trust account or any distribution therefrom for any reason whatsoever. If Maker does
                                         not consummate the Business Combination, this Note shall be repaid only from amounts
                                         remaining outside of the Trust Account, if any.



 


	14.	Amendment;
                                         Waiver. Any amendment hereto or waiver of any provision hereof may be made with,
                                         and only with, the written consent of the Maker and the Payee.



 


	15.	Assignment.
                                         No assignment or transfer of this Note or any rights or obligations hereunder may
                                         be made by any party hereto (by operation of law or otherwise) without the prior written
                                         consent of the other party hereto and any attempted assignment without the required consent
                                         shall be void.



 


	16.	Further
                                         Assurance. The Maker shall, at its own cost and expense, execute and do (or procure
                                         to be
                                         executed and done by any other necessary party) all such deeds, documents, acts and things
                                         as the Payee may from time to time require as may be necessary to give full effect to
                                         this Promissory Note.



 


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IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed
by its Chief Executive Officer and Chief Financial Officer the day and year first above written.


 


	 	8I
    ENTERPRISES ACQUISITION CORP.
	 	 
	 	By: 	/s/
    Meng Dong (James) Tan
	 	Name:	Meng
    Dong (James) Tan
	 	Title:  	Chief
    Executive Officer


 


Accepted
and Agreed:


 


8I
ENTERPRISES PTE LTD


 


	By:	/s/
    Meng Dong (James) Tan	 
	Name:	Meng
    Dong (James) Tan	 
	Title:	Director